EXHIBIT 10.3
M & I First National Leasing Corp.
Lease# 26315
LEASE OF PERSONAL PROPERTY
M&I First National Leasing Corp. ("Lessor") And
Best Circuit Boards, Inc. dba Lone Star Circuits ("Lessee")
▇▇▇ ▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇, ▇▇ 750984909
Dated 3/21/05
Terms and Conditions of Lease
This Lease of Personal Property is effective as of the date listed above,
and is made and entered into by and between M&I First National Leasing Corp.
(the lessee identified above, (the "Lessee"). If more than one party
executes the Agreement as Lessee, each shall be jointly and severally
liable hereunder.
1. LEASE. Lessor hereby leases to Lessee and Lessee hereby leases and
rents from Lessor personal property as set forth in the "Equipment Location
and Description" section of this Lease (together with all attachments,
replacement parts, substitutions, additions, repairs and accessories
incorporated therein, and/or affix thereto, and proceeds thereof, referred
to as "Equipment")
2. TERM OF LEASE. This Lease shall commence on the "Commencement date of
Lease," and shall continue until the total number of "consecutive rental
payments," as specified in the Payment Schedule of this Lease, shall have
been made.
3. RENTAL. Lessee agrees to make all rental payments to the Lessor as
specified in the Payment Schedule of this Lease. Payments of said rental
shall be made on the dates specified at the office of Lessor, ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or to such other person, firm
or corporation at such other place as lessor may from time to time designate
in writing. Lessor and Lessee acknowledge that the Payment Schedule of this
Lease was based on the Equipment being delivered and placed in service
during the current calendar year, and agree that the Payment Schedule will
be modified if all or a portion of the Equipment is not delivered or placed
in service during the current calendar year. In such event, Lessor will
prepare a Lease Amendment modifying the original Payment Schedule to
maintain the economic yield that Lessor had anticipated at the signing of
this Lease. Lessee agrees to promptly execute and deliver the Lease
Amendment. In the event a portion, but not all, of the Equipment is
delivered and placed in service during the current calendar year, Lessee
agrees to execute and deliver the Lease Amendment. In the event a portion,
but not all, of the Equipment is delivered and placed in service during the
current calendar year, Lessee agrees to execute and deliver a Modified
Delivery And Acceptance Agreement as to the portion of the Equipment
delivered and placed in service.
4. FINANCE LEASE. Lessor will, subject to the terms of this Lease,
purchase the Equipment as set forth in the "Equipment Location and
Description" section of this Lease, and simultaneously lease such Equipment
to Lessee. Lessor and Lessee agree that this Lease is a "finance lease"
within the meaning of Article 2A of the Uniform version of the Uniform
Commercial Code (U.C.C.). Lessee acknowledges receipt of a copy of the
contract evidencing Lessor's purchase of the Equipment.
5. SELECTION OF EQUIPMENT - NO WARRANTIES BY LESSOR AS TO MERCHANTABILITY
OR FITNESS. LESSEE ACKNOWLEDGES THAT IT HAS SELECTED THE TYPE, QUANTITY AND
SUPPLIER OF THE EQUIPMENT THAT IT HAS REQUESTED LESSOR TO PURCHASE FOR
LEASING TO LESSEE. LESSEE AGREES THAT THE EQUIPMENT AND EACH PART OR UNIT
THEREOF IS OF A DESIGN, SIZE, QUALITY AND CAPACITY REQUIRED BY LESSEE AND
IS SUITABLE FOR ITS PURPOSES. LESSEE FURTHER AGREES THAT LESSOR HAS NOT MADE
AND DOES NOT HEREBY MAKE ANY REPRESENTATION, WARRANTY OR COVENANT, EXPRESS
OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE; AND
LESSOR DOES HEREBY SPECIFICALLY DISCLAIM ANY WARRANTY EXPRESS OR IMPLIED OF
MERCHANTABILITY OR FITNESS, OR WITH RESPECT TO THE CONDITION, QUALITY,
DURABILITY, CAPABILITY OR SUITABILITY OF EQUIPMENT OR AGAINST ANY PATENT
OR LATENT DEFECTS THEREIN OR THE ABSENCE OF INFRINGEMENT UPON ANY PATENTS,
COPYRIGHTS, TRADEMARKS, LICENSES, OR OTHER INTELLECTUAL PROPERTY RIGHTS,
LESSEE SPECIFICALLY WAIVE5 ANY CLAIM AGAINST LESSOR FOR ANY LIABILITY,
CLAIM, LOSS, DAMAGE, OR EXPENSE OF ANY KIND OR NATURE CAUSED DIRECTLY OR
INDIRECTLY BY THE EQUIPMENT OR THE INADEQUACY THEREOF FOR ANY PURPOSE OR
FOR ANY DEFICIENCY OR DEFECT THEREIN, OR FOR ANY REPAIRS, SERVICING OR
ADJUSTMENTS THERETO, OR ANY LOSS OP BUSINESS. CONSEQUENTIAL DAMAGES OR FOR
ANY DAMAGE WHATSOEVER OR HOWSOEVER CAUSED. LESSEE FURTHER AGREES TO ACCEPT
DELIVERY OF THE EQUIPMENT AND THAT THE VALIDITY OP THIS LEASE SHALL NOT
BE AFFECTED BY ANY DELAY IN SHIPMENT BY THE SUPPLIER. NO DEFECT OF THE
EQUIPMENT SHALL RELIEVE LESSEE OF THE OBLIGATION TO PAY RENT OR THE
PERFORMANCE OP OTHER TERMS OF THIS LEASE. LESSEE HEREBY AUTHORIZES LESSOR TO
ADD TO THIS LEASE THE SERIAL NUMBER OF EACH ITEM OF EQUIPMENT DELIVERED, THE
DATE OF SHIPMENT AND OTHER MATERIAL INFORMATION, LESSEE WAIVES ANY AND ALL
RIGHTS AND REMEDIES CONFERRED UPON IT AGAINST LESSOR BY SECTIONS 508 AND 522
OF ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE OR COMPARABLE PROVISIONS OF
APPLICABLE LAW.
6. LEASE DEPOSIT. Lessor acknowledges that Lessee has paid with the
execution of this Lease the sum specified under "Lease Deposit" in the
Payment Schedule section of this Lease, to be held by Lessor as a lease
deposit and not as advance rental. If Lessee at the expiration of this
lease or any renewal or extension hereof: shall not be in default hereunder
or under any other lease in effect between the parties, and shall have paid
to Lessor all amounts due to Lessor, and shall have returned to Lessor the
Equipment in the condition provided in Paragraph 9 hereof or made such other
disposition thereof as may be directed by Lessor, Lessor shall thereupon
refund to Lessee the lease deposit without interest. In the event, however,
of any default as any time in any of the terms, provisions and conditions
hereof or any other lease between the parties, or should Lessee fail to
return the Equipment in the condition and at the time required under
Paragraph 9, Lessor may, but shall not be obligated to, apply the lease
deposit to cure such default, in which event Lessee shall promptly restore
the lease deposit to the full amount specified above. Lessor shall also
have the right and privilege at its discretion to apply the lease deposit or
any portion thereof to any other lease(s) outstanding between Lessor and
Lessee to cure a default in such lease(s) or to apply to any deficiency
arising out of such other lease(s).
7. LOCATION AND RIGHT OF INSPECTION. The Equipment at all times shall be
located at the address of Lessee specified herein or such other place as
shall be mutually agreed upon between Lessor and Lessee. Lessor shall at
any and all times during business hours have the right to enter into and
upon the premises where the Equipment my be located for the purpose of
inspecting the same or observing its use. Lessee shall not move the
Equipment from the location in which said Equipment shall be first delivered
for use. Except with the prior written consent of Lessor. Lessee shall
promptly advise Lessor of any circumstance which may in any manner affect
any item of Equipment or in any manner affect Lessor's title thereto.
8. TITLE AND USE. Title to all of the Equipment shall at all times be
solely in Lessor or its assignee, and Lessee shall have no interest or
claims thereto or therein except as herein provided. Lessee shall however,
unless default shall occur as hereinafter provided, have the right to
possession of said Equipment and the quiet enjoyment thereof. Lessee shall
at all times use the Equipment in a careful and proper manner and shall
comply with all laws, ordinances and regulations in any manner relating to
the possession, use or maintenance of the Equipment, and shall if directed
by Lessor affix to the Equipment in a prominent place and maintain thereon
any labels, plates or other identifying markings indicating that the
Equipment is the property of Lessor. Lessee will not sublet, mortgage,
pledge, sell or otherwise encumber or dispose of the Equipment or its
interest therein. Lessee shall keep the Equipment free from any and all
liens and claims, and shall not do or permit anything whereby Lessor's title
or rights may be encumbered or impaired.
9. OPERATION OF EQUIPMENT. Lessee will use the Equipment only in the normal
course of its business and only for the purposes for which the Equipment was
designed. Lessee assumes all risks and liability for the Equipment and for
the use, possession, operation, maintenance, storage and condition thereof,
and for injuries or death resulting to persons and damage resulting to
property arising from or incident to such use, operation, possession,
maintenance, storage and condition, whether such injuries, death or damage
be to agents or employees of lessee or their property, or to third parties
or their property. Lessee will save and hold lessor harmless from all
losses, damages, claims, penalties, liabilities and expenses, including
attorney's fees, of whatsoever nature arising or incurred because of or
incident to the use, possession, operation, maintenance, storage and
condition of the Equipment. Upon expiration and/or termination of this
Lease, Lessee shall at it expense, immediately return the Equipment to
Lessor at such place as Lessor may designate in the same condition and
appearance as when received by Lessee (reasonable wear and tear from proper
use excepted) and in good working order for the original intended purpose of
the Equipment. The Equipment shall be de-installed, disassembled and crated
by an authorized manufacturer's representative or such other service person
as is satisfactory to Lessor. Until Lessee has fully complied with the
requirements in this section, Lessee's rent payment obligation and all
other obligations under this lease shall continue from month to month
notwithstanding any expiration or termination of the lease term.
10. REPAIRS AND ALTERATIONS. Lessor shall not be obligated to service
the Equipment or make any repairs or replacements. Lessee shall not incur
for Lessor's account or liability any expense for service, repairs, or
replacements without Lessor's prior written consent. Lessee shall effect
and bear the expense of all necessary repairs, maintenance, operation and
replacements required to be made to maintain the Equipment in good
condition, normal wear and tear accepted. Any addition, improvements and
replacements shall become the property of Lessor and shall be deemed to be
a part of the leased Equipment.
11. INSURANCE Lessee shall (a) keep the Equipment insured against all
risks of loss or damage from every cause whatsoever for not less than the
full replacement value thereof, as determined by Lessor; (b) maintain public
liability and property insurance, in an amount determined by Lessor, but in
which the limits of public liability shall not be less than Two Million
Dollars ($2,000,000) per person and Two Million Dollars ($2,000,000) per
accident and in which the property damage liability shall not be less than
Two Million Dollars ($2,000,000), unless other limits are agreed to in
writing between Lessor and Lessee, protecting and indemnifying Lessor
against any injury to person or any damage to property arising by reason of
the use, operation or maintenance of the Equipment; and (c) if requested by
Lessor, maintain such other insurance, including products liability
insurance in such an amount as shall be required by Lessor, and maintain
in full force and effect at all times worker's compensation insurance which
shall cover any and all claims for injury to any worker, employee, or agent
of Lessee arising out of use, operation or maintenance of the Equipment.
All such insurance shall be in form and amount and with companies approved
by Lessor, and shall name Lessor and any assignee as lender's loss payee and
additional insured. Lessee shall pay the premiums thereafter and deliver
the policies, or evidence thereof, to Lessor. Each insurer shall agree,
by endorsement upon the policy or policies issued by it or by independent
instruments furnished to Lessor; that it will give Lessor thirty (30) days'
written notice before the policy in question shall be altered or cancelled.
As to Lessor's interest in such insurance, no act or omission of Lessee or
any of its officers, agents, employees or representatives shall affect the
obligations of the insurer to pay the full amount of any loss. The proceeds
of insurance shall, at the option of Lessor, be applied (a) toward the
replacement, restoration or repair of the Equipment, or (b) toward payment
of the obligations of Lessee hereunder. Lessee hereby appoints Lessor as
Lessee's attorney-in-fact to make claim for, receive payment of, and execute
and endorse all documents, checks or drafts for loss or damage or returned
or unearned premiums under any insurance policy. In case of failure of
Lessee to procure or maintain insurance as herein specified, Lessor shall
have the right, but shall not be obligated, to effect such insurance, and
in such event, the cost thereof shall be repayable to Lessor with the next
installment of rent, and failure to repay the same shall carry with it the
same consequence, including the late charge and interest provided in
Paragraph 20 hereof.
12 TAXES. Lessee shall keep the equipment free and clear of all levies,
liens and encumbrances and shall promptly pay or reimburse Lessor for all
license fees, registration fees, assessments, charges and taxes (municipal,
state and federal), including personal property taxes and any sales, use, or
other transactional tax which may now or hereafter be imposed in connection
with the lease, possession or use of the Equipment, and including any
penalties, interest, or delinquency charges accruing by reason of Lessee's
nonpayment. In addition, Lessee shall pay all expenses including legal fees
where, with Lessee's consent, the validity or amount of any tax or
assessment shall be challenged.
13. PERFORMANCE OF OBLIGATIONS OF LESSEE BY LESSOR. In the event Lessee
shall fail to promptly perform any of its obligations under any provision of
this Lease, Lessor may, at its option, perform the same for the account of
Lessee with out thereby waiving such default, and any amount paid or expense
(including reasonable attorneys' fees), penalty or other liability incurred
by Lessor in such performance, together with interest at the rate of
eighteen (18%) per annum thereon until paid by Lessee, shall be payable
by Lessee upon demand as additional rent for the Equipment.
14. LOSS AND DAMAGE. Lessee shall bear the entire risk of loss, theft,
damage or destruction of this Equipment from any cause whatsoever; and no
loss, theft, damage or destruction of the Equipment shall relieve Lessee of
the obligation to pay rent or of any other obligation under this Lease. In
the event of damage to any item of Equipment, Lessee shall immediately place
the same in food repair, If Lessor determines that any item of Equipment is
lost, stolen, destroyed or damaged beyond repair, Lessee, at the option of
Lessor, will: (a) replace the same with like equipment in food repair, or
(b) pay Lessor in cash all of the following: (i) all amounts then owed by
Lessee to Lessor under this Lease, (ii) an amount equal to thirty percent
(30%) of the actual cost of said item, (iii) the unpaid balance of the total
rent for the initial term of this Lease attributable to said item, less any
proceeds of insurance thereon received by Lessor, and (iv0 any license fees,
registration fees, assessments, charges and taxes (municipal, state and
federal) including personal property taxes and any sales, use, or other
transactional tax, and including any penalties, interest, or delinquency
charges, that have accrued, will be assessed, or are otherwise due and owing
in connection with the lease possession or use of the Equipment. Upon
Lessor's receipt of such payment, Lessee shall be entitled to whatever
interest Lessor may have in said items, in its then condition and location,
without warranties, express or implied. The parties hereto agree that the
sum of the amount numbered (ii) and (iii) will equal the fair value of said
item on the date of such loss, theft damage or destruction.
15. DEFAULT An event of default shall occur if: (i) Lessee fails to pay
any rent or other amount herein provided within ten (10) days after the same
is due and payable, or (ii) Lessee fails to perform any other provision,
hereof within ten (10) days after notice thereof from Lessor, or (iii)
Lessee dies or ceases to exist, or (iv) Lessee is adjudicated a bankrupt,
suspends business, becomes insolvent, makes an assignment for the benefit of
creditors or enters into or petitions for a creditor's arrangement, or (v)
an attachment be levied or a lien be filed against any of Lessee's property
or against equipment or a receiver be appointed for any of Lessee's
property, or (vi) Lessee fails to use the Equipment strictly in compliance
with all municipal, state and federal regulatory agency requirements, or
(vii) any guarantor of this Lease defaults on any obligation to Lessor or
any of the above-listed events of default occur with respect to any
guarantor or any such guarantor files or has filed against it a petition
under bankruptcy law, or (viii) Lessee attempts to remove, sell, transfer,
encumber or sublet the Equipment or any item thereof. Upon the occurrence
of an event of default, Lessor, at its option may: (a) declare all sums due
and to become due under this Lease immediately due and payable; (b) ▇▇▇ for
and recover all rents and other amounts then accrued, due and owing, or
thereafter accruing under this Lease, including Lessor's estimated residual
value of the Equipment if such Equipment has not been returned to Lessor,
and including all taxes and other charges described in Paragraph 12 of this
Lease; (c) take possession of the Equipment an for the purpose thereof,
enter the premises on which the Equipment is located without notice, court
order or other process of law (damages occasioned by such taking are
expressly waived by Lessee), and thereupon Lessee's right to possession and
use of the Equipment shall terminate, but Lessee shall be and remain liable
for the total rent for the term as set forth in Paragraph 2 hereof; (d) sell
or lease any or all items of Equipment at public or private sale for cash or
on credit or, if leased, to such persons and upon such terms as Lessor shall
elect, and recover from Lessee all costs of taking possession, storing,
repairing and selling or leasing the Equipment, together with an amount
equal to ten percent(10%) of the actual cost to Lessor of the items of
Equipment sold or leased and the unpaid balance of the total rent for the
initial term of this Lease attributable to the items of Equipment sold or
leased less the net proceeds of such sale or the total rent under this
Lease; (e) terminate this Lease as to any or all items of Equipment (f) in
the event Lessor elects to terminate this Lease as to any or all items of
Equipment, recover from Lessee as to each item subject to such termination
the value at the time of such termination of the excess, if any, of the
amount of rent reserved herein for said item for the balance of the term
hereof over the then reasonable rental value of said item for the same
period of time.
No right or remedy conferred upon or reserved to Lessor by this Lease shall
be exclusive of any other right or remedy herein or by law provide; all
rights and remedies conferred upon Lessor by the Lease or by law shall be
cumulative and in addition to every other right or remedy available to
Lessor.
In the event of any default on the part of Lessee, Lessee shall pay in
addition to any late payment charges that may be due under Paragraph 19
hereof all costs, expenses and disbursements incurred by Lessor in
exercising its rights or remedies hereunder or enforcing any of the
provisions or terms hereof, including attorney's fees and court cost. In
the event Lessor shall elect to ▇▇▇ for and recover all rents and other
amounts then due or thereafter accruing under this Lease or any extension
hereof, such accelerated rental shall be discounted at an annual rate of
two percent (2%)
16. NO ASSIGNMENT BY LESSEE. Without the prior written consent, lessee
shall not (a) assign, transfer, pledge or hypothecate this Lease, the
Equipment or any part thereof, or any interest therein, or (b) sublet or
rent the Equipment or any part thereof or permit the Equipment or any part
thereof to be used by anyone other than Lessee or Lessee's employees.
Consent to any of the foregoing prohibited acts applies only in the given
instance and is not a consent to any subsequent like act by Lessee or any
other person. The conditions hereof shall bind any permitted successors
and assigns of Lessee.
17. LESSOR'S ASSIGNMENT Lessee acknowledges and agrees that Lessor may
assign this Lease to a bank, other financial institution, or any other
person, and that such assignee shall be entitled to all of the benefits
of this Lease including all credit and financial information that Lessee
shall have theretofore or thereafter submitted to Lessor. In connection
therewith, Lessee agrees: (a) to recognize any such assignment upon receipt
of written notice thereof; (b) to accept the directions, demands or consents
of such assignee in place of those of Lessor; (c) to pay all rents hereunder
as directed by such assignee; (d) not to terminate this Lease; and (e) not
to set up against such assignee any defenses, setoffs or counterclaims which
it may have against Lessor in regard to the payment of rent hereunder.
18. PERSONAL PROPERTY The Equipment is, and shall at all times be and
remain, persona property notwithstanding that the Equipment or any part
thereof may now be, or hereafter become, in any manner affixed or attached
to, or imbedded in, or permanently resting upon, real property or any
building thereon, or attached in any manner to what is permanent by means
of cement, plaster, nails, bolts, screws or otherwise.
19. LATE PAYMENT. Should Lessee fail to pay any part of the rent or any
other sum required to be paid by Lessee to Lessor within 10 days after the
due date thereof, Lessee shall pay to Lessor a charge of $10.00 for each
month or part thereof for which such rent or other sum shall be delinquent,
which Lessee acknowledges is a reasonable charge to cover Lessor's expenses
therewith. In addition, Lessee shall pay to Lessor interest on such
delinquent payment from the due date thereof until paid at the rate of
18% per annum.
20. OFFSET. Lessee hereby waives any and all existing and future claims
and offsets against any rent or other payments due hereunder, and agrees
to promptly pay the rent and other amounts due hereunder regardless of any
offset or claim which may be asserted by Lessee or on its behalf. Lessee
further acknowledges that neither the manufacturer nor vendor of the leased
Equipment, including their agents and employees, were or are the agent or
under the supervision of the Lessor, nor was or is the Lessor in any manner
the agent of the manufacturer or vendor.
21. NON-WAIVER. Time is of the essence. Lessor's failure at any time to
require strict performance by Lessee of any of the provisions of this Lease
shall not waive or diminish Lessor's right thereafter to demand strict
compliance therewith or with any other provision of this Lease. Waiver
of any default shall not waive any other default. No remedy of Lessor
hereunder shall be exclusive of any other remedy herein or by law provided,
but each shall be cumulative and in addition to every other remedy. No
covenant or condition of this Lease may be waived except by the written
consent of Lessor.
22. NO ABATEMENT IN RENT. This Lease is irrevocable for the full term
hereof and until the aggregate rentals provided for herein have been paid by
Lessee. Rent shall not ▇▇▇▇▇ during the term hereof because Lessee's right
to possession of the Equipment has terminated, because the Equipment has
been repossessed, or for any other reason..
23. NOTICES. Service of all notices under this Lease shall be sufficient
if given personally or mailed to the party involved at its respective
address herein set forth, or at such address as may be provided in writing
from time to time. Any notice mailed to such address shall be effective
when deposited in the United States mail, duly addressed and with postage
prepaid.
24. OTHER DOCUMENTS. Should Lessee be domiciled or reside in a state which
had adopted the Uniform Commercial Code ("Code") or if the Equipment shall
be located in such state, and if at any time this transaction shall be
construed to be a security transaction, this Lease shall be deemed to be the
security agreement, and Lessor shall be the secured party herein and Lessee
the debtor. Lessee hereby authorizes Lessor to file financing statements
describing the Equipment, and amendments to such financing statements, under
the Code in all places where necessary to perfect Lessor's interest to the
Equipment; provided, however, that nothing herein, nor the execution of any
financing statement, shall constitute an acknowledgment that this
transaction is subject to the Code.
25. SUCCESSORS. This Lease shall be finding upon and inure to the benefit
of the heirs, administrators, successors and assigns of the parties hereto.
26. STATEMENTS. Lessor may require at any reasonable time, and Lessee
agrees to promptly furnish, statements setting forth the financial condition
and operations of Lessee.
27. VEHICLES. If any item of Equipment is a motor vehicle, lessee shall
(a) permit only licensed drivers to operate same who shall be employees of
Lessee or any permitted sublessee; (b) use the vehicle for its own need and
not for hire; (c) do nothing which shall increase or suspend insurance
coverage thereon; and (d) assume sale responsibility for the payment of
wages, unemployment and worker's compensation insurance and social security
requirements of such employees.
28. MASTER LEASE. In the event Lessor shall hereafter lease to Lessee
additional "equipment", as such term is used herein, such equipment shall
be described on a Schedule or Schedules executed by the parties which shall
make reference to this "Lease of Personal Property". Each such Schedule
shall, in addition to describing the equipment therein leased, set forth
the term of the lease, the amount of rental, the manner of payment of the
rentals, the number of rental payments, the commencement date of the rental
payments, the amount of any security deposits, and such other provisions as
may be included therein. Each such Schedule when executed by the parties
shall be deemed to be a part of this "Lease of Personal Property", and all
of the provisions hereof, except such as may be inconsistent, shall govern
such Schedule or Schedules, it being understood and agreed that this "Lease
of Person Property" shall be the Master Lease/
29. DEFAULT-WHERE ADDITIONAL LEASES OR SCHEDULES If Lessee fails to pay
any rent or other amount due under any other lease or schedule, whether
heretofore or hereafter entered into, within ten (10) days after the same
is due and payable, or if any other default occurs under any other lease
or schedule, it shall constitute a default under all leases or schedules
including this Lease. If this Lease or any other lease or schedule
heretofore or hereafter entered into between Lessor and Lessee shall
be determined to be a security transaction, or if Lessee shall default
resulting in liquidation, resale or re-leasing of the leased equipment, then
and in such event Lessor shall be deemed to have as of the date hereof and
is granted a security interest in all of the leased equipment described in
all leases then outstanding between Lessor and Lessee, and the proceeds from
any such liquidation, resale of re-leasing shall be applied by Lessor to the
aggregate total of obligations due and to become due to it plus its charges,
expenses and reasonable attorneys' fees.
30. CHANGE IN OWNERSHIP. The entire indebtedness under this Lease shall
become immediately due and payable in full at the option of Lessor, without
notice, upon a transfer, sale or conveyance of more than 49% of the common
or other voting stock of or other ownership interest in Lessee.
31. COUNTERPARTS AND ELECTRONIC SIGNATURE AND STORAGE. This Lease and all
documents related thereto each may be executed in any number of counterparts
and by facsimile, electronic or digital signature, each of which shall be
deemed an original, and all of which together shall be deemed one and the
same instrument. Lessor and Lessee acknowledge and agree that: (a) this
Lease and all documents and information related thereto may be reproduced
and stored in any electronic format and the originals so reproduced
destroyed; and (b) any such electronic copy shall be deemed an original,
shall be admissible in any court or other proceeding, and shall be
enforceable against the parties thereto, whether or not the original is
in existence and whether or not such reproduction was made or preserved
by Lessor in the regular course of business.
32. MISCELLANEOUS. A provision of this Lease which is prohibited or
unenforceable in any jurisdiction shall as to such jurisdiction be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition
of unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. It is understood
that this Lease and the schedules which are or may be attached hereto
constitute the entire agreement between the parties and no other
representation or statements shall be deemed binding upon the parties.
This Lease shall be governed by and construed in accordance with the
laws of the State of Wisconsin.
LEASE OF PERSONAL PROPERTY
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PAYMENT METHOD
[ ] OPTION #1 - AUTOMATIC PAYMENTS
I as an officer of __________________ ("Lessee"), hereby authorize M&I First
National Leasing Corp. ("Lessor") and the bank indicated to initiate debit
entries to the Corporate Checking Account named below. The date of the debt
entries are listed below and correspond to the "Payment Schedule" dated
_________________ and any Amendments thereto, including any changes in the
bank relationship as listed below: This authority will remain in effect
until the terms of the Lease are satisfied or when agreed upon by Lessor
and Lessee.
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NAME OF LESSEE'S FINANCIAL INSTUTION BANK ROUTING NUMBER(1)
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ADDRESS OF LESSEE'S FINANCIAL INSTUTION CITY STATE ZIP
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NAME OF LESSEE'S ACCOUNT TO BE DEBITED CHECKING ACCOUNT NUMBER
(1) Routing Number is located between the symbols /: 000000000/:
on the bottom of your check.
[ X ] OPTION #2 - INVOICE TO
BILLING NAME Best Circuit Boards, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
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STREET ADDRESS CITY STATE ZIP
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EQUIPMENT LOCATION AND DESCRIPTION
Equipment Location: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇ County: COLLIN T
Equipment Cost: $702,300.00
Equipment Description: 10324
One (1) Multiline ATP-3000 Post Etch Punch System, S/N A 7B3023
One (1) Vacuum Applicator, Dynachent Model 730, 30"
Two (2) ACI Model Orion 828
One (1)FT-303 System - Three Laser Photo Plotter
INCLUDE ALL ATTACHMENTS, ACCESSORIES, APPURTENANCES, ACCESSIONS &
SUBSTITUTIONS
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TOTAL EQUIPMENT TOTAL UPFONT TOTAL
COST* $702,300.00 SALES TAX $0.00 COST $702,300.00
* If "Equipment Cost" shall exceed the above amount. Lessee shall
pay the overage, or at the option of M&I First National Leasing Corp.
the rental may be increased accordingly.
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LIST OF ATTACHMENTS
See Addendum A 1 hereto and made a part hereof
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PAYMENT SCHEDULE
INITIAL TERM OF LEASE/IN MONTHS 48 LEASE DEPOSIT $0.00 (1)
COMMENCEMENT DATE OF LEASE _________ FIRST PAYMENT DATE _________
48 consecutive rental payments, beginning on the First Payment Date and on
the same day each period thereafter as follows:
One Advance Monthly Payment in Amount of: $14,374.71 dollars.
Forty Seven Monthly Payments in Amount of: $14,374.71 dollars.
Lessee acknowledges by signature below that the lease deposit will be paid
in full on or before any invoice will be paid or purchase orders issued by
Lessor.
(1) "Lessee shall be responsible for the payment of all sales or use taxes
imposed on this transaction and agrees that the same shall be added to
the monthly rentals.
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LEASE OF PERSONAL PROPERTY
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PAYMENT METHOD
[ ] OPTION #1 - AUTOMATIC PAYMENTS
I as an officer of __________________ ("Lessee"), hereby authorize M&I First
National Leasing Corp. ("Lessor") and the bank indicated to initiate debit
entries to the Corporate Checking Account named below. The date of the debt
entries are listed below and correspond to the "Payment Schedule" dated
_________________ and any Amendments thereto, including any changes in the
bank relationship as listed below: This authority will remain in effect
until the terms of the Lease are satisfied or when agreed upon by Lessor
and Lessee.
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NAME OF LESSEE'S FINANCIAL INSTUTION BANK ROUTING NUMBER(1)
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ADDRESS OF LESSEE'S FINANCIAL INSTUTION CITY STATE ZIP
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NAME OF LESSEE'S ACCOUNT TO BE DEBITED CHECKING ACCOUNT NUMBER
(1) Routing Number is located between the symbols /: 000000000/:
on the bottom of your check.
[ X ] OPTION #2 - INVOICE TO
BILLING NAME Best Circuit Boards, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
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STREET ADDRESS CITY STATE ZIP
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EQUIPMENT LOCATION AND DESCRIPTION
Equipment Location: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇ County: COLLIN T
Equipment Cost: $75,000.00
Equipment Description: 10383
(1) Entrance Conveyor PSI 26-21 F, (1) Hole Cleaner PSI 26-IM-3,
(1) High Pressure System PSI-HPS, (1) Drying Station PSI 26-DS,
(1) Exit Conveyor PSI 26-16-E
Serial Number J 2012062
INCLUDE ALL ATTACHMENTS, ACCESSORIES, APPURTENANCES, ACCESSIONS &
SUBSTITUTIONS
==============================================================================
TOTAL EQUIPMENT TOTAL UPFONT TOTAL
COST* $75,000.00 SALES TAX $0.00 COST $75,000.00
* If "Equipment Cost" shall exceed the above amount. Lessee shall
pay the overage, or at the option of M&I First National Leasing Corp.
the rental may be increased accordingly.
==============================================================================
LIST OF ATTACHMENTS
See Addendum A 1 hereto and made a part hereof
==============================================================================
==============================================================================
PAYMENT SCHEDULE
INITIAL TERM OF LEASE/IN MONTHS 48 LEASE DEPOSIT $0.00 (1)
COMMENCEMENT DATE OF LEASE _________ FIRST PAYMENT DATE _________
48 consecutive rental payments, beginning on the First Payment Date and on
the same day each period thereafter as follows:
One Advance Monthly Payment in Amount of: $1,535.11 dollars
Forty Seven Monthly Payments in Amount of: $1,535.11 dollars
Lessee acknowledges by signature below that the lease deposit will be paid
in full on or before any invoice will be paid or purchase orders issued by
Lessor.
(1) "Lessee shall be responsible for the payment of all sales or use taxes
imposed on this transaction and agrees that the same shall be added to
the monthly rentals.
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LEASE OF PERSONAL PROPERTY
This lease is subject to all terms and conditions contained in the Lease of
Personal Property document which lessee acknowledges having read.
This Lease shall not be binding THIS IS A NON-CANCELABLE LEASE FOR
upon lessor until accepted by THE TERM INDICATED ABOVE
lessor at its office in Milwaukee,
Wisconsin
Accepted: Date of Lease: 3/21/05
_________________________
Lessee: Best Circuit Boards, Inc.
dba Lone Star Circuits
By: By: /s/ ▇▇▇▇ ▇▇▇▇▇▇, CEO
_______________________________ _______________________________________
Authorized Signature and Title Authorized Signature and Title
▇▇▇▇ ▇▇▇▇▇▇, CEO
_______________________________________
Type/Print Name and Title
Witness: /s/ ▇▇▇▇ ▇▇▇▇▇▇
_______________________________________
Secretary Or Other Corporate
Officer Or Witness